2006 New York Code - Transfer Of A Membership Interest.

 
    §  1211.  Transfer  of  a  membership  interest.  (a)  No  member of a
  professional service limited liability company may sell or  assign  his,
  her  or its membership interest in such limited liability company except
  to another professional eligible to become  a  member  of  such  limited
  liability  company  or except in trust to another professional who would
  be eligible to become a member if such  professional  were  employed  by
  such limited liability company.
    (b)  Nothing  contained  in  subdivision  (a) of this section shall be
  construed to  prohibit  the  assignment  of  a  membership  interest  by
  operation  of  law  or  by  court  decree.  An  assignee of a membership
  interest by operation of law or court decree shall have the rights of an
  assignee of a membership interest set forth in section six hundred three
  of this chapter. Such assignee shall automatically become  a  member  of
  the  professional  service  limited  liability  company if such assignee
  would be eligible to be a member of such limited liability company  and,
  a  majority  in  interest  of  the  members  shall  fail  to  redeem the
  membership interest so transferred, pursuant to section  twelve  hundred
  ten  of  this  article, within sixty days of receiving written notice of
  such transfer.
    (c) Any sale or transfer, except by operation of law or  court  decree
  or  except  for  a professional service limited liability company having
  only one member, may be  made  only  after  the  same  shall  have  been
  approved  by  the  vote  or written consent of such proportion, not less
  than a majority in interest of the members, exclusive of the interest of
  the member proposing to sell or transfer such  membership  interest,  as
  may  be provided in the operating agreement of such professional service
  limited liability company.  The  voting  interest  held  by  the  member
  proposing  to  sell  or transfer his, her or its membership interest may
  not be voted or counted for any purpose, unless all the members  consent
  that  such  interests  be  voted  or  counted.  The professional service
  limited liability company may provide, in lieu of or in addition to  the
  foregoing provisions, for the alienation of membership interests and may
  require  the redemption or purchase of such membership interests by such
  limited liability company at prices and in  a  manner  specifically  set
  forth therein. The existence of the restrictions on the sale or transfer
  of  a  membership  interest,  as  contained  in  this  article  and,  if
  applicable, in the operating agreement, shall be noted conspicuously  on
  the face or back of every certificate representing a membership interest
  issued  by a professional service limited liability company. Any sale or
  transfer in violation of such restrictions shall be void.